Initial public offering

Initial public offering (IPO) or stock market launch is a type of public offering in which shares of a company are sold to institutional investors[1] and usually also retail (individual) investors; an IPO is underwritten by one or more investment banks, who also arrange for the shares to be listed on one or more stock exchanges. Through this process, colloquially known as floating, or going public, a privately held company is transformed into a public company. Initial public offerings can be used: to raise new equity capital for the company concerned; to monetize the investments of private shareholders such as company founders or private equity investors; and to enable easy trading of existing holdings or future capital raising by becoming publicly traded enterprises.

After the IPO, shares traded freely in the open market are known as the free float. Stock exchanges stipulate a minimum free float both in absolute terms (the total value as determined by the share price multiplied by the number of shares sold to the public) and as a proportion of the total share capital (i.e., the number of shares sold to the public divided by the total shares outstanding). Although IPO offers many benefits, there are also significant costs involved, chiefly those associated with the process such as banking and legal fees, and the ongoing requirement to disclose important and sometimes sensitive information.

Details of the proposed offering are disclosed to potential purchasers in the form of a lengthy document known as a prospectus. Most companies undertake an IPO with the assistance of an investment banking firm acting in the capacity of an underwriter. Underwriters provide several services, including help with correctly assessing the value of shares (share price) and establishing a public market for shares (initial sale). Alternative methods such as the Dutch auction have also been explored and applied for several IPOs.

History

Emanuel de Witte - De binnenplaats van de beurs te Amsterdam
Courtyard of the Amsterdam Stock Exchange (Beurs van Hendrick de Keyser) by Emanuel de Witte, 1653. Modern-day IPOs have their roots in the 17th-century Dutch Republic, the birthplace of the world's first formally listed public company,[2] first formal stock exchange[3] and market.[4][5][6][7]
Vereenigde Oostindische Compagnie spiegelretourschip Amsterdam replica
The Dutch East India Company (also known by the abbreviation “VOC” in Dutch), the first formally listed public company in history,[8][9] In 1602 the VOC undertook the world's first recorded IPO, in its modern sense. "Going public" enabled the company to raise the vast sum of 6.5 million guilders.

The earliest form of a company which issued public shares was the case of the publicani during the Roman Republic. Like modern joint-stock companies, the publicani were legal bodies independent of their members whose ownership was divided into shares, or partes. There is evidence that these shares were sold to public investors and traded in a type of over-the-counter market in the Forum, near the Temple of Castor and Pollux. The shares fluctuated in value, encouraging the activity of speculators, or quaestors. Mere evidence remains of the prices for which partes were sold, the nature of initial public offerings, or a description of stock market behavior. Publicani lost favor with the fall of the Republic and the rise of the Empire.[10]

In the early modern period, the Dutch were financial innovators who helped lay the foundations of modern financial systems.[11][12] The first modern IPO occurred in March 1602 when the Dutch East India Company offered shares of the company to the public in order to raise capital. The Dutch East India Company (VOC) became the first company in history to issue bonds and shares of stock to the general public. In other words, the VOC was officially the first publicly traded company, because it was the first company to be ever actually listed on an official stock exchange. While the Italian city-states produced the first transferable government bonds, they did not develop the other ingredient necessary to produce a fully fledged capital market: corporate shareholders. As Edward Stringham (2015) notes, "companies with transferable shares date back to classical Rome, but these were usually not enduring endeavors and no considerable secondary market existed (Neal, 1997, p. 61)."[13]

In the United States, the first IPO was the public offering of Bank of North America around 1783.[14]

Advantages and disadvantages

Advantages

When a company lists its securities on a public exchange, the money paid by the investing public for the newly-issued shares goes directly to the company (primary offering) as well as to any early private investors who opt to sell all or a portion of their holdings (secondary offerings) as part of the larger IPO. An IPO, therefore, allows a company to tap into a wide pool of potential investors to provide itself with capital for future growth, repayment of debt, or working capital. A company selling common shares is never required to repay the capital to its public investors. Those investors must endure the unpredictable nature of the open market to price and trade their shares. After the IPO, when shares are traded freely in the open market, money passes between public investors. For early private investors who choose to sell shares as part of the IPO process, the IPO represents an opportunity to monetize their investment. After the IPO, once shares are traded in the open market, investors holding large blocks of shares can either sell those shares piecemeal in the open market or sell a large block of shares directly to the public, at a fixed price, through a secondary market offering. This type of offering is not dilutive since no new shares are being created.

Once a company is listed, it is able to issue additional common shares in a number of different ways, one of which is the follow-on offering. This method provides capital for various corporate purposes through the issuance of equity (see stock dilution) without incurring any debt. This ability to quickly raise potentially large amounts of capital from the marketplace is a key reason many companies seek to go public.

An IPO accords several benefits to the previously private company:

  • Enlarging and diversifying equity base
  • Enabling cheaper access to capital
  • Increasing exposure, prestige, and public image
  • Attracting and retaining better management and employees through liquid equity participation
  • Facilitating acquisitions (potentially in return for shares of stock)
  • Creating multiple financing opportunities: equity, convertible debt, cheaper bank loans, etc.

Disadvantages

There are several disadvantages to completing an initial public offering:

  • Significant legal, accounting and marketing costs, many of which are ongoing
  • Requirement to disclose financial and business information
  • Meaningful time, effort and attention required of management
  • Risk that required funding will not be raised
  • Public dissemination of information which may be useful to competitors, suppliers and customers.
  • Loss of control and stronger agency problems due to new shareholders
  • Increased risk of litigation, including private securities class actions and shareholder derivative actions[15]

Procedure

IPO procedures are governed by different laws in different countries. In the United States, IPOs are regulated by the United States Securities and Exchange Commission under the Securities Act of 1933.[16] In the United Kingdom, the UK Listing Authority reviews and approves prospectuses and operates the listing regime.[17]

Advance planning

Planning is crucial to a successful IPO. One book[18] suggests the following 7 advance planning steps:

  1. develop an impressive management and professional team
  2. grow the company's business with an eye to the public marketplace
  3. obtain audited financial statements using IPO-accepted accounting principles
  4. clean up the company's act
  5. establish antitakeover defences
  6. develop good corporate governance
  7. create insider bail-out opportunities and take advantage of IPO windows.

Retention of underwriters

IPOs generally involve one or more investment banks known as "underwriters". The company offering its shares, called the "issuer", enters into a contract with a lead underwriter to sell its shares to the public. The underwriter then approaches investors with offers to sell those shares.

A large IPO is usually underwritten by a "syndicate" of investment banks, the largest of which take the position of "lead underwriter". Upon selling the shares, the underwriters retain a portion of the proceeds as their fee. This fee is called an underwriting spread. The spread is calculated as a discount from the price of the shares sold (called the gross spread). Components of an underwriting spread in an initial public offering (IPO) typically include the following (on a per share basis): Manager's fee, Underwriting fee—earned by members of the syndicate, and the Concession—earned by the broker-dealer selling the shares. The Manager would be entitled to the entire underwriting spread. A member of the syndicate is entitled to the underwriting fee and the concession. A broker dealer who is not a member of the syndicate but sells shares would receive only the concession, while the member of the syndicate who provided the shares to that broker dealer would retain the underwriting fee.[19] Usually, the managing/lead underwriter, also known as the bookrunner, typically the underwriter selling the largest proportions of the IPO, takes the highest portion of the gross spread, up to 8% in some cases.

Multinational IPOs may have many syndicates to deal with differing legal requirements in both the issuer's domestic market and other regions. For example, an issuer based in the E.U. may be represented by the main selling syndicate in its domestic market, Europe, in addition to separate syndicates or selling groups for US/Canada and for Asia. Usually, the lead underwriter in the main selling group is also the lead bank in the other selling groups.

Because of the wide array of legal requirements and because it is an expensive process, IPOs also typically involve one or more law firms with major practices in securities law, such as the Magic Circle firms of London and the white-shoe firms of New York City.

Financial historians Richard Sylla and Robert E. Wright have shown that before 1860 most early U.S. corporations sold shares in themselves directly to the public without the aid of intermediaries like investment banks.[20] The direct public offering or DPO, as they term it,[21] was not done by auction but rather at a share price set by the issuing corporation. In this sense, it is the same as the fixed price public offers that were the traditional IPO method in most non-US countries in the early 1990s. The DPO eliminated the agency problem associated with offerings intermediated by investment banks.

Allocation and pricing

The sale (allocation and pricing) of shares in an IPO may take several forms. Common methods include:

Public offerings are sold to both institutional investors and retail clients of the underwriters. A licensed securities salesperson (Registered Representative in the USA and Canada) selling shares of a public offering to his clients is paid a portion of the selling concession (the fee paid by the issuer to the underwriter) rather than by his client. In some situations, when the IPO is not a "hot" issue (undersubscribed), and where the salesperson is the client's advisor, it is possible that the financial incentives of the advisor and client may not be aligned.

The issuer usually allows the underwriters an option to increase the size of the offering by up to 15% under a specific circumstance known as the greenshoe or overallotment option. This option is always exercised when the offering is considered a "hot" issue, by virtue of being oversubscribed.

In the USA, clients are given a preliminary prospectus, known as a red herring prospectus, during the initial quiet period. The red herring prospectus is so named because of a bold red warning statement printed on its front cover. The warning states that the offering information is incomplete, and may be changed. The actual wording can vary, although most roughly follow the format exhibited on the Facebook IPO red herring.[22] During the quiet period, the shares cannot be offered for sale. Brokers can, however, take indications of interest from their clients. At the time of the stock launch, after the Registration Statement has become effective, indications of interest can be converted to buy orders, at the discretion of the buyer. Sales can only be made through a final prospectus cleared by the Securities and Exchange Commission.

The Final step in preparing and filing the final IPO prospectus is for the issuer to retain one of the major financial "printers", who print (and today, also electronically file with the SEC) the registration statement on Form S-1. Typically, preparation of the final prospectus is actually performed at the printer, where in one of their multiple conference rooms the issuer, issuer's counsel (attorneys), underwriter's counsel (attorneys), the lead underwriter(s), and the issuer's accountants/auditors make final edits and proofreading, concluding with the filing of the final prospectus by the financial printer with the Securities and Exchange Commission.[23]

Before legal actions initiated by New York Attorney General Eliot Spitzer, which later became known as the Global Settlement enforcement agreement, some large investment firms had initiated favorable research coverage of companies in an effort to aid corporate finance departments and retail divisions engaged in the marketing of new issues. The central issue in that enforcement agreement had been judged in court previously. It involved the conflict of interest between the investment banking and analysis departments of ten of the largest investment firms in the United States. The investment firms involved in the settlement had all engaged in actions and practices that had allowed the inappropriate influence of their research analysts by their investment bankers seeking lucrative fees.[24] A typical violation addressed by the settlement was the case of CSFB and Salomon Smith Barney, which were alleged to have engaged in inappropriate spinning of "hot" IPOs and issued fraudulent research reports in violation of various sections within the Securities Exchange Act of 1934.

Pricing

A company planning an IPO typically appoints a lead manager, known as a bookrunner, to help it arrive at an appropriate price at which the shares should be issued. There are two primary ways in which the price of an IPO can be determined. Either the company, with the help of its lead managers, fixes a price ("fixed price method"), or the price can be determined through analysis of confidential investor demand data compiled by the bookrunner ("book building").

Historically, many IPOs have been underpriced. The effect of underpricing an IPO is to generate additional interest in the stock when it first becomes publicly traded. Flipping, or quickly selling shares for a profit, can lead to significant gains for investors who were allocated shares of the IPO at the offering price. However, underpricing an IPO results in lost potential capital for the issuer. One extreme example is theglobe.com IPO which helped fuel the IPO "mania" of the late 1990s internet era. Underwritten by Bear Stearns on 13 November 1998, the IPO was priced at $9 per share. The share price quickly increased 1,000% on the opening day of trading, to a high of $97. Selling pressure from institutional flipping eventually drove the stock back down, and it closed the day at $63. Although the company did raise about $30 million from the offering, it is estimated that with the level of demand for the offering and the volume of trading that took place they might have left upwards of $200 million on the table.

The danger of overpricing is also an important consideration. If a stock is offered to the public at a higher price than the market will pay, the underwriters may have trouble meeting their commitments to sell shares. Even if they sell all of the issued shares, the stock may fall in value on the first day of trading. If so, the stock may lose its marketability and hence even more of its value. This could result in losses for investors, many of whom being the most favored clients of the underwriters. Perhaps the best known example of this is the Facebook IPO in 2012.

Underwriters, therefore, take many factors into consideration when pricing an IPO, and attempt to reach an offering price that is low enough to stimulate interest in the stock but high enough to raise an adequate amount of capital for the company. When pricing an IPO, underwriters use a variety of key performance indicators and non-GAAP measures.[25] The process of determining an optimal price usually involves the underwriters ("syndicate") arranging share purchase commitments from leading institutional investors.

Some researchers (Friesen & Swift, 2009) believe that the underpricing of IPOs is less a deliberate act on the part of issuers and/or underwriters, and more the result of an over-reaction on the part of investors (Friesen & Swift, 2009). One potential method for determining underpricing is through the use of IPO underpricing algorithms.

Dutch auction

A Dutch auction allows shares of an initial public offering to be allocated based only on price aggressiveness, with all successful bidders paying the same price per share.[26][27] One version of the Dutch auction is OpenIPO, which is based on an auction system designed by Nobel Memorial Prize-winning economist William Vickrey. This auction method ranks bids from highest to lowest, then accepts the highest bids that allow all shares to be sold, with all winning bidders paying the same price. It is similar to the model used to auction Treasury bills, notes, and bonds since the 1990s. Before this, Treasury bills were auctioned through a discriminatory or pay-what-you-bid auction, in which the various winning bidders each paid the price (or yield) they bid, and thus the various winning bidders did not all pay the same price. Both discriminatory and uniform price or "Dutch" auctions have been used for IPOs in many countries, although only uniform price auctions have been used so far in the US. Large IPO auctions include Japan Tobacco, Singapore Telecom, BAA Plc and Google (ordered by size of proceeds).

A variation of the Dutch Auction has been used to take a number of U.S. companies public including Morningstar, Interactive Brokers Group, Overstock.com, Ravenswood Winery, Clean Energy Fuels, and Boston Beer Company.[28] In 2004, Google used the Dutch Auction system for its Initial Public Offering.[29] Traditional U.S. investment banks have shown resistance to the idea of using an auction process to engage in public securities offerings. The auction method allows for equal access to the allocation of shares and eliminates the favorable treatment accorded important clients by the underwriters in conventional IPOs. In the face of this resistance, the Dutch Auction is still a little used method in U.S. public offerings, although there have been hundreds of auction IPOs in other countries.

In determining the success or failure of a Dutch Auction, one must consider competing objectives.[30][31] If the objective is to reduce risk, a traditional IPO may be more effective because the underwriter manages the process, rather than leaving the outcome in part to random chance in terms of who chooses to bid or what strategy each bidder chooses to follow. From the viewpoint of the investor, the Dutch Auction allows everyone equal access. Moreover, some forms of the Dutch Auction allow the underwriter to be more active in coordinating bids and even communicating general auction trends to some bidders during the bidding period. Some have also argued that a uniform price auction is more effective at price discovery, although the theory behind this is based on the assumption of independent private values (that the value of IPO shares to each bidder is entirely independent of their value to others, even though the shares will shortly be traded on the aftermarket). Theory that incorporates assumptions more appropriate to IPOs does not find that sealed bid auctions are an effective form of price discovery, although possibly some modified form of auction might give a better result.

In addition to the extensive international evidence that auctions have not been popular for IPOs, there is no U.S. evidence to indicate that the Dutch Auction fares any better than the traditional IPO in an unwelcoming market environment. A Dutch Auction IPO by WhiteGlove Health, Inc., announced in May 2011 was postponed in September of that year, after several failed attempts to price. An article in the Wall Street Journal cited the reasons as "broader stock-market volatility and uncertainty about the global economy have made investors wary of investing in new stocks".[32][33]

Quiet period

Under American securities law, there are two time windows commonly referred to as "quiet periods" during an IPO's history. The first and the one linked above is the period of time following the filing of the company's S-1 but before SEC staff declare the registration statement effective. During this time, issuers, company insiders, analysts, and other parties are legally restricted in their ability to discuss or promote the upcoming IPO (U.S. Securities and Exchange Commission, 2005).

The other "quiet period" refers to a period of 10 calendar days following an IPO's first day of public trading.[34] During this time, insiders and any underwriters involved in the IPO are restricted from issuing any earnings forecasts or research reports for the company. When the quiet period is over, generally the underwriters will initiate research coverage on the firm. A three-day waiting period exists for any member that has acted as a manager or co-manager in a secondary offering.[34]

Delivery of shares

Not all IPOs are eligible for delivery settlement through the DTC system, which would then either require the physical delivery of the stock certificates to the clearing agent bank's custodian, or a delivery versus payment (DVP) arrangement with the selling group brokerage firm.

Stag profit (flipping)

"Stag profit" is a situation in the stock market before and immediately after a company's Initial public offering (or any new issue of shares). A "stag" is a party or individual who subscribes to the new issue expecting the price of the stock to rise immediately upon the start of trading. Thus, stag profit is the financial gain accumulated by the party or individual resulting from the value of the shares rising. This term is more popular in the United Kingdom than in the United States. In the US, such investors are usually called flippers, because they get shares in the offering and then immediately turn around "flipping" or selling them on the first day of trading.

Largest IPOs

Company Year of IPO Amount Inflation adjusted
The Alibaba Group 2014 $25B[35] $26 billion
SoftBank Group 2018 $23.5B[36] $24 billion
Agricultural Bank of China 2010 $22.1B[37] $25 billion
Industrial and Commercial Bank of China 2006 $21.9B[38] $27 billion
American International Assurance 2010 $20.5B[39] $24 billion
Visa Inc. 2008 $19.7B[40] $23 billion
General Motors 2010 $18.15B[41] $21 billion
NTT DoCoMo 1998 $18.05B[40] $28 billion
Enel 1999 $16.59B[40] $25 billion
Facebook 2012 $16.01B[42] $17 billion

The Government of Saudi Arabia is considering IPO of Saudi Aramco and selling around 5% of them.[43] The IPO has been predicted by Forbes to have a price of $100 billion.[44]

Largest IPO markets

Prior to 2009, the United States was the leading issuer of IPOs in terms of total value. Since that time, however, China (Shanghai, Shenzhen and Hong Kong) has been the leading issuer, raising $73 billion (almost double the amount of money raised on the New York Stock Exchange and NASDAQ combined) up to the end of November 2011. The Hong Kong Stock Exchange raised $30.9 billion in 2011 as the top course for the third year in a row, while New York raised $30.7 billion.[45] Indian Stock Markets are also emerging as a leading IPO market in the world. As many as 153 initial public offers hit the Indian stock market in 2017 and raised USD 11.6 billion.

See also

References

  1. ^ Note: the price the company receives from the institutional investors is the IPO price
  2. ^ Funnell, Warwick; Robertson, Jeffrey: Accounting by the First Public Company: The Pursuit of Supremacy. (Routledge, 2013, ISBN 0415716179)
  3. ^ Petram, Lodewijk: The World's First Stock Exchange: How the Amsterdam Market for Dutch East India Company Shares Became a Modern Securities Market, 1602–1700. Translated from the Dutch by Lynne Richards. (Columbia University Press, 2014, 304pp)
  4. ^ Brooks, John: The Fluctuation: The Little Crash in '62, in Business Adventures: Twelve Classic Tales from the World of Wall Street. (New York: Weybright & Talley, 1968)
  5. ^ Neal, Larry (2005). “Venture Shares of the Dutch East India Company,” in Origins of Value, in The Origins of Value: The Financial Innovations that Created Modern Capital Markets, Goetzmann & Rouwenhorst (eds.), Oxford University Press, 2005, pp. 165–175
  6. ^ Shiller, Robert (2011). Economics 252, Financial Markets: Lecture 4 – Portfolio Diversification and Supporting Financial Institutions (Open Yale Courses). [Transcript]
  7. ^ Macaulay, Catherine R. (2015). “Capitalism's renaissance? The potential of repositioning the financial 'meta-economy'”. (Futures, Volume 68, April 2015, p. 5–18)
  8. ^ Funnell, Warwick; Robertson, Jeffrey (2013)
  9. ^ Kaiser, Kevin; Young, S. David (2013): The Blue Line Imperative: What Managing for Value Really Means. (Jossey-Bass, 2013, ISBN 978-1118510889), p. 26. As Kevin Kaiser & David Young (2013) explained, "There are other claimants to the title of first public company, including a twelfth-century water mill in France and a thirteenth-century company intended to control the English wool trade, Staple of London. Its shares, however, and the manner in which those shares were traded, did not truly allow public ownership by anyone who happened to be able to afford a share. The arrival of VOC shares was therefore momentous, because as Fernand Braudel pointed out, it opened up the ownership of companies and the ideas they generated, beyond the ranks of the aristocracy and the very rich, so that everyone could finally participate in the speculative freedom of transactions."
  10. ^ "Books & Reading: Chapter One". Retrieved 27 November 2016.
  11. ^ Goetzmann, William N.; Rouwenhorst, K. Geert (2005). The Origins of Value: The Financial Innovations that Created Modern Capital Markets. (Oxford University Press, ISBN 978-0195175714))
  12. ^ Goetzmann, William N.; Rouwenhorst, K. Geert (2008). The History of Financial Innovation, in Carbon Finance, Environmental Market Solutions to Climate Change. (Yale School of Forestry and Environmental Studies, chapter 1, pp. 18–43). As Goetzmann & Rouwenhorst (2008) noted, "The 17th and 18th centuries in the Netherlands were a remarkable time for finance. Many of the financial products or instruments that we see today emerged during a relatively short period. In particular, merchants and bankers developed what we would today call securitization. Mutual funds and various other forms of structured finance that still exist today emerged in the 17th and 18th centuries in Holland."
  13. ^ Stringham, Edward Peter: Private Governance: Creating Order in Economic and Social Life. (Oxford University Press, 2015, ISBN 9780199365166), p.42
  14. ^ "Exhibits — America's First IPO — Museum of American Finance". Moaf.org. Retrieved 12 July 2012.
  15. ^ Rose Selden, Shannon; Goodman, Mark. "The Shift in Litigation Risks When U.S. Companies Go Public". Transaction Advisors. ISSN 2329-9134.
  16. ^ "The Laws That Govern the Securities Industry". Securities and Exchange Commission. Retrieved 12 December 2014.
  17. ^ "UK Listing Authority". Retrieved 12 December 2014.
  18. ^ Lipman, International and U.S. IPO Planning, ISBN 978-0-470-39087-0
  19. ^ Series 79 Investment Banking Representative Qualification Examination, Study Manual, 41st Edition. Securities Trading Corporation. 2010.
  20. ^ Robert E. Wright, "Reforming the U.S. IPO Market: Lessons from History and Theory", Accounting, Business, and Financial History (November 2002), 419–437.
  21. ^ Robert E. Wright and Richard Sylla, "Corporate Governance and Stockholder/Stakeholder Activism in the United States, 1790–1860: New Data and Perspectives". In Jonathan Koppell (ed.), Origins of Shareholder Advocacy (New York: Palgrave McMillan, 2011), 231–51.
  22. ^ "Registration Statement on Form S-1". www.sec.gov. Retrieved 2017-12-10.
  23. ^ "The Main Players In An Initial Public Offering". 26 February 2012. Retrieved 22 July 2014.
  24. ^ "Ten of Nation's Top Investment Firms Settle Enforcement Actions Involving Conflict of Interest". 28 April 2003. Retrieved 23 July 2014.
  25. ^ Gould, Michael. "How Non-GAAP Measures Can Impact Your IPO". Transaction Advisors. ISSN 2329-9134.
  26. ^ Demos, Telis. (21 June 2012) What Is a Dutch Auction? – Deal Journal – WSJ. Blogs.wsj.com. Retrieved on 2012-10-16.
  27. ^ Hasen, Richard L. (12 October 2012) What Is a Dutch Auction IPO? – Slate Magazine. Slate.com. Retrieved on 2012-10-16.
  28. ^ Sommer, Jeff (18 February 2012). "An I.P.O. Process That Is Customer-Friendly". The New York Times.
  29. ^ "Journal of Business & Technology Law - Academic Journals - University of Maryland Francis King Carey School of Law" (PDF). Retrieved 27 November 2016.
  30. ^ Hensel, Nayantara. (4 November 2005) Are Dutch Auctions Right for Your IPO? – HBS Working Knowledge. Hbswk.hbs.edu. Retrieved on 2012-10-16.
  31. ^ http://law.bepress.com/cgi/viewcontent.cgi?article=3706&context=expresso
  32. ^ WhiteGlove seeks to raise $32.5 million in 'Dutch auction' IPO. www.statesman.com. Retrieved on 16 October 2012.
  33. ^ Cowan, Lynn. (21 September 2011) WhiteGlove Health Shelves IPO Indefinitely – WSJ.com. Online.wsj.com. Retrieved on 2012-10-16.
  34. ^ a b http://www.finra.org/sites/default/files/notice_doc_file_ref/Regulatory-Notice-15-30.pdf
  35. ^ "Alibaba IPO Biggest in History as Bankers Exercise 'Green Shoe' Option". The New York Times. 18 September 2013.
  36. ^ "Softbank Corp IPO Second Biggest in History". Fortune.com. 11 December 2018.
  37. ^ "Agricultural Bank of China Sets IPO Record as Size Raised to $22.1 Billion". Bloomberg. 15 August 2010.
  38. ^ "ICBC completed its record $21.9 billion IPO in October 2006". Bloomberg. 28 July 2010.
  39. ^ "AIA's IPO Boosted to $20.5 Billion With Overallotment". Bloomberg. 29 October 2010.
  40. ^ a b c Grocer, Stephen (17 November 2010). "How GM's IPO Stacks Up Against the Biggest IPOs on Record". Wall Street Journal.
  41. ^ "GM Says Total Offering Size $23.1 Billion Including Overallotment Options", Bloomberg, 26 November 2010
  42. ^ Rusli, Evelyn M.; Eavis, Peter (17 May 2012), "Facebook Raises $16 Billion in I.P.O.", The New York Times
  43. ^ "Saudi Arabia is considering an IPO of Aramco, probably the world's most valuable company". The Economist. 7 January 2016. Retrieved 23 May 2016.
  44. ^ Wald, Ellen R. "The World's Biggest IPO Is Coming: What You Should Know About Aramco". Forbes.
  45. ^ "China eclipses US as top IPO venue". 28 December 2011.

Further reading

  • Gregoriou, Greg (2006). Initial Public Offerings (IPOs). Butterworth-Heineman, an imprint of Elsevier. ISBN 978-0-7506-7975-6.
  • Goergen, M.; Khurshed, A.; Mudambi, R. (2007). "The Long-run Performance of UK IPOs: Can it be Predicted?". Managerial Finance. 33 (6): 401–419. doi:10.1108/03074350710748759.
  • Loughran, T.; Ritter, J. R. (2004). "Why Has IPO Underpricing Changed Over Time?" (PDF). Financial Management. 33 (3): 5–37.
  • Loughran, T.; Ritter, J. R. (2002). "Why Don't Issuers Get Upset About Leaving Money on the Table in IPOs?". Review of Financial Studies. 15 (2): 413–443. doi:10.1093/rfs/15.2.413.
  • Khurshed, A.; Mudambi, R. (2002). "The Short Run Price Performance of Investment Trust IPOs on the UK Main Market". Applied Financial Economics. 12 (10): 697–706. doi:10.1080/09603100010025706.
  • Bradley, D. J.; Jordan, B. D.; Ritter, J. R. (2003). "The Quiet Period Goes Out with a Bang". Journal of Finance. 58 (1): 1–36. CiteSeerX 10.1.1.535.3111. doi:10.1111/1540-6261.00517.
  • Goergen, M.; Khurshed, A.; Mudambi, R. (2006). "The Strategy of Going Public: How UK Firms Choose Their Listing Contracts". Journal of Business Finance and Accounting. 33 (1&2): 306–328. doi:10.1111/j.1468-5957.2006.00657.x. SSRN 886408.
  • Mudambi, R.; Treichel, M. Z. (2005). "Cash Crisis in Newly Public Internet-based Firms: An Empirical Analysis". Journal of Business Venturing. 20 (4): 543–571. doi:10.1016/j.jbusvent.2004.03.003.
  • Drucker, Steven; Puri, M. (2007). "Banks in Capital Markets". In Eckbo, B. E. Handbook of Corporate Finance. 1. Boston: Elsevier. ISBN 978-0-444-50898-0.
  • "IPO Definitions". IPO Initial Public Offerings. Retrieved 14 September 2011.
  • Mondo Visione web site: Chambers, Clem. "Who needs stock exchanges?" Exchanges Handbook. Published 2006-07-14. Accessed 21 September 2011
  • Friesen, Geoffrey C.; Swift, Christopher (2009). "Overreaction in the thrift IPO aftermarket". Journal of Banking & Finance. 33 (7): 1285–1298. doi:10.1016/j.jbankfin.2009.01.002.
  • Anderlini, Jamil (13 August 2010). "AgBank IPO officially the world's biggest". Financial Times. Retrieved 13 August 2010.
  • Hu, Bei and Vannucci, Cecile. Bloomberg.com Published 2010-10-29. Retrieved 2011-09-21
  • "Pricing the 'biggest IPO in history'". Published 2006-09-29. Accessed 2011-09-21
  • "Quiet Period". Securities and Exchange Commission. 18 August 2005. Retrieved 4 March 2008. The federal securities laws do not define the term "quiet period", which is also referred to as the "waiting period". However, historically, a quiet period extended from the time a company files a registration statement with the SEC until SEC staff declared the registration statement "effective". During that period, the federal securities laws limited what information a company and related parties can release to the public.

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Agricultural Bank of China

Agricultural Bank of China (ABC), also known as AgBank, is one of the "Big Four" banks in the People's Republic of China. It was founded in 1951, and has its headquarters in Dongcheng District, Beijing. It has branches throughout mainland China, Hong Kong, London, Tokyo, New York, Frankfurt, Sydney, Seoul, and Singapore.

ABC has 320 million retail customers, 2.7 million corporate clients, and nearly 24,000 branches. It is China's third largest lender by assets. ABC went public in mid-2010, fetching the world's biggest ever initial public offering (IPO) at the time, since overtaken by another Chinese company, Alibaba. In 2011, it ranked eighth among the Top 1000 World Banks, by 2015, it ranked third in Forbes' 13th annual Global 2000 list and in 2017 it ranked fifth.

Bookrunner

In investment banking, a bookrunner is usually the main underwriter or lead-manager/arranger/coordinator in equity, debt, or hybrid securities issuances. The bookrunner usually syndicates with other investment banks in order to lower its risk. The bookrunner is listed first among all underwriters participating in the issuance. When more than one bookrunner manages a security issuance, the parties are referred to as "joint bookrunners".

Bought deal

A bought deal is financial underwriting contract often associated with an Initial Public Offering or public offering. It occurs when an underwriter, such as an investment bank or a syndicate, purchases securities from an issuer before a preliminary prospectus is filed. The underwriter acts as principal rather than agent and thus actually "goes long" in the security. The bank negotiates a price with the issuer (usually at a discount to the current market price, if applicable).The advantage of the bought deal from the issuer's perspective is that they do not have to worry about financing risk (the risk that the financing can only be done at a discount too steep to market price.) This is in contrast to a book building or fully marketed deal, where the underwriters have to "market" the offering to prospective buyers, only after which the price is set.

Celestica

Celestica Inc. is a Canadian multinational electronics manufacturing services (EMS) company headquartered in Toronto, Ontario.

Direct Line Group

Direct Line Group plc is an insurance company based in the United Kingdom, formed in 2012 by the divestment of The Royal Bank of Scotland Group's (RBS) insurance division, through an initial public offering. The company owns a number of insurance subsidiaries, providing various insurance products, including Direct Line and Churchill, as well as the roadside assistance and vehicle recovery provider Green Flag.

The group is listed on the London Stock Exchange, and is a constituent of the FTSE 100 Index.

Drag-along right

Drag-along right (DAR) is a legal concept in corporate law.

Under the concept, if the majority shareholder(s) of an entity sells their stake, the prospective owner(s) have the right to force the remaining minority shareholders to join the deal. However, the owner must usually offer the same terms and conditions to the minority shareholders as to the majority shareholder(s). Drag-along rights are fairly standard terms in a stock purchase agreement.

This right protects majority shareholders (allowing them to sell to an owner desiring total control of the entity, without being encumbered by holdout investors) but also protects minority shareholders (who can sell their investment on the same terms and conditions as the majority shareholder). This differs from a tag-along right, which also allows minority shareholders to sell on the same terms and conditions (and requires the new owner to offer them), but does not require them to sell.

Drag-along rights typically terminate upon an initial public offering.

Equity carve-out

Equity carve-out (ECO), also known as a split-off IPO or a partial spin-off, is a type of corporate reorganization, in which a company creates a new subsidiary and subsequently IPOs it, while retaining management control. Only part of the shares are offered to the public, so the parent company retains an equity stake in the subsidiary. Typically, up to 20% of subsidiary shares is offered to the public.

Follow-on offering

A follow-on offering (often, but incorrectly called a secondary offering) is an issuance of stock subsequent to the company's initial public offering. A follow-on offering can be either of two types (or a mixture of both): dilutive and non-dilutive. A secondary offering is an offering of securities by a shareholder of the company (as opposed to the company itself, which is a primary offering). A follow on offering is preceded by release of prospectus similar to IPO: a Follow-on Public Offer (FPO).

For example, Google's initial public offering (IPO) included both a primary offering (issuance of Google stock by Google) and a secondary offering (sale of Google stock held by shareholders, including the founders).

In the case of the dilutive offering, the company's board of directors agrees to increase the share float for the purpose of selling more equity in the company. This new inflow of cash might be used to pay off some debt or used for needed company expansion. When new shares are created and then sold by the company, the number of shares outstanding increases and this causes dilution of earnings on a per share basis. Usually the gain of cash inflow from the sale is strategic and is considered positive for the longer term goals of the company and its shareholders. Some owners of the stock however may not view the event as favorably over a more short term valuation horizon.

One example of a type of follow-on offering is an at-the-market offering (ATM offering), which is sometimes called a controlled equity distribution. In an ATM offering, exchange-listed companies incrementally sell newly issued shares into the secondary trading market through a designated broker-dealer at prevailing market prices. The issuing company is able to raise capital on an as-needed basis with the option to refrain from offering shares if unsatisfied with the available price on a particular day.

The non-dilutive type of follow-on offering is when privately held shares are offered for sale by company directors or other insiders (such as venture capitalists) who may be looking to diversify their holdings. Because no new shares are created, the offering is not dilutive to existing shareholders, but the proceeds from the sale do not benefit the company in any way. Usually however, the increase in available shares allows more institutions to take non-trivial positions in the company.

As with an IPO, the investment banks who are serving as underwriters of the follow-on offering will often be offered the use of a greenshoe or over-allotment option by the selling company.

A non-dilutive offering is also called a secondary market offering.

How follow on Public offering is different from initial public offering.

IPO is made when company seeks to raise capital via public investment while FPO is subsequent public contribution.

First issue of shares by the company is made through IPO when company first becoming a publicly traded company on a national exchange while Follow on Public Offering is the public issue of shares for an already listed company.

Greenshoe

Formally known as an "over-allotment option," a greenshoe is the term commonly used to describe a special arrangement in a share offering, for example an initial public offering (IPO), which enables the investment bank representing the underwriters to support the share price after the offering without putting their own capital at risk. The option is codified as a provision in the underwriting agreement between the leading underwriter - the lead manager - and the issuer (in the case of primary shares) or vendor (secondary shares).The term is derived from the name of the first company, Green Shoe Manufacturing (now called Stride Rite Corporation), to permit underwriters to use this practice in an IPO.The use of greenshoe options in share offerings is now widespread, for two reasons: it is a legal mechanism for an underwriter to stabilize the price of new shares, which reduces the risk of their trading below the offer price in the immediate aftermath of an offer - an outcome damaging to the commercial reputation of both issuer and underwriter. Secondly, it grants the underwriters some flexibility in setting the final size of the offer based on post-offer demand for the shares.

High Speed (video game)

High Speed is a pinball simulation video game developed by Rare for the Nintendo Entertainment System, and published by Tradewest in 1991. High Speed employs the game engine that Rare previously developed for Pin*Bot (1990).

Rare adapted the game from the pinball machine High Speed, which was designed by Steve Ritchie and released by Williams Electronics in 1986. The following year, Williams Electronics was renamed WMS Industries prior to its initial public offering.

In 1995, Williams Entertainment, a division of WMS Industries, published a sequel, The Getaway, for the Game Boy, based on Ritchie's pinball machine The Getaway: High Speed II.

Initial public offering of Facebook

The social networking company Facebook held its initial public offering (IPO) on Friday, May 18, 2012. The IPO was the biggest in technology and one of the biggest in Internet history, with a peak market capitalization of over $104 billion. Media pundits called it a "cultural touchstone."

Intercept Pharmaceuticals

Intercept Pharmaceuticals, Inc. is an American biopharmaceutical company incorporated in 2002, focusing on the development of novel synthetic bile acid analogs to treat chronic liver diseases, such as primary biliary cirrhosis (PBC) now called primary biliary cholangitis, non-alcoholic fatty liver disease (or non-alcoholic steatohepatitis, NASH), cirrhosis, portal hypertension, primary sclerosing cholangitis and also the intestinal disorder, bile acid diarrhea.

Nielsen Media Research

Nielsen Media Research (NMR) is an American firm that measures media audiences, including television, radio, theatre films (via the AMC Theatres MAP program) and newspapers. NMR, headquartered in New York City, is best known for the Nielsen ratings, an audience measurement system of television viewership that for years has been the deciding factor in canceling or renewing television shows by television networks. As of May 2012, it is part of Nielsen Holdings.

Numericable

Numericable was a cable operator and telecommunications services company. Numericable was originally created in 2007 from the merger between former competitors Noos and NC Numericable networks. Numericable Group SA was founded in August 2013 to act as the parent company of Numericable group companies and to offer its shares on the stock exchange. The company provides cable broadband services in France, Luxembourg and Portugal, offering digital and analog television, Internet, and phone services to homes. From 2008, Numericable also offered mobile telephone services to its customers.It was the leading cable television provider and internet access provider in metropolitan France. From 2012, Numericable held the largest high-speed broadband network in France, including a small portion using optical fiber or FTTX.

On September 19, 2013, following failed talks with the French telecommunications company SFR, the company announced it had taken the first steps towards an Initial Public Offering on the NYSE Euronext market in Paris.On March 5, 2014, Numericable, backed by its lead shareholder Altice, made an offer to buy Vivendi's SFR mobile telecommunications affiliate, France's second largest. The bid is said to include about 11 billion euros ($15.2 billion) in cash, 3 billion euros in Numericable’s cable assets and a 750 million-euro capital increase by Altice. Numericable merged with SFR in November 2014 to form Numericable-SFR. In April 2016, the merged company adopted the SFR name across all its businesses.

Prospectus (finance)

A prospectus, in finance, is a disclosure document that describes a financial security for potential buyers. It commonly provides investors with material information about mutual funds, stocks, bonds and other investments, such as a description of the company's business, financial statements, biographies of officers and directors, detailed information about their compensation, any litigation that is taking place, a list of material properties and any other material information. In the context of an individual securities offering, such as an initial public offering, a prospectus is distributed by underwriters or brokerages to potential investors. Today, prospectuses are most widely distributed through websites such as EDGAR and its equivalents in other countries.

Public offering

A public offering is the offering of securities of a company or a similar corporation to the public. Generally, the securities are to be listed on a stock exchange. In most jurisdictions, a public offering requires the issuing company to publish a prospectus detailing the terms and rights attached to the offered security, as well as information on the company itself and its finances. Many other regulatory requirements surround any public offering and they vary according to jurisdiction.

The services of an underwriter are often used to conduct a public offering.

Reverse greenshoe

A reverse greenshoe is a special provision in an IPO prospectus, which allows underwriters to sell shares back to the issuer. If a 'regular' greenshoe is, in fact, a call option written by the issuer for the underwriters, a reverse greenshoe is a put option.

Reverse greenshoe has exactly the same effect on the share price as a traditional option but is structured differently. It is used to support the share price in the event that the share price falls in the post-IPO aftermarket. In this case, the underwriter buys shares in the open market and then sells them back to the issuer, stabilizing the share price.

In certain circumstances, a reverse greenshoe can be a more practical form of price stabilisation than the traditional method.

Riverstone Energy

Riverstone Energy Limited (LSE: RSE) is a Guernsey-domiciled, closed-ended company which invests in energy companies and assets worldwide. REL does so with a particular focus on the exploration, production, storage, and transportation of oil and gas. Established by Riverstone Holdings in 2013, the Company's investment manager is Riverstone International Limited, which is majority-owned and controlled by affiliates of Riverstone. REL was the subject of a £760m Initial Public Offering in October 2013, listed on the London Stock Exchange, and is a constituent of the FTSE 250 Index.

Workday, Inc.

Workday, Inc. is an on‑demand (cloud-based) financial management and human capital management software vendor. It was founded by David Duffield, founder and former CEO of ERP company PeopleSoft, and former PeopleSoft chief strategist Aneel Bhusri following Oracle's hostile takeover of PeopleSoft in 2005. In October 2012, it launched a successful initial public offering that valued the company at $9.5 billion.

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